REG-Entain Plc: Update re. Offer for Enlabs AB

EntainAnnouncement

01/03/2021 07:05

This announcement is not an offer, whether directly or indirectly, in
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any
other jurisdiction where such offer pursuant to legislation and regulations in
such relevant jurisdiction would be prohibited by applicable law. Shareholders
not resident in Sweden who wish to accept the Offer (as defined below) must
make inquiries concerning applicable legislation and possible tax
consequences. Shareholders should refer to the offer restrictions included in
the section titled “Important information” at the end of this announcement
and in the offer document which was published on 20 January 2021. Shareholders
in the United States should also refer to the section titled “Special notice
to shareholders in the United States” at the end of this announcement.

PRESS RELEASE, 1 MARCH 2021

Entain increases the offer price to SEK 53 in cash per share in Enlabs

On 7 January 2021, Entain plc, through its wholly-owned subsidiary Bwin
Holdings (Malta) Limited (“Entain”), announced a recommended public cash
offer to the shareholders of Enlabs AB (publ) (“Enlabs”) to tender all
their Enlabs shares to Entain (the “Offer”). Entain has today decided to
increase the price under the recommended Offer from SEK 40 per share to SEK 53
per share (the “Increased Offer Price”). The Increased Offer Price is
final and will not be increased by Entain.

Rob Wood, CFO and deputy CEO of Entain plc comments:

“As a world leader in sports betting and gaming entertainment, Entain’s
ambition is to revolutionise betting and gaming to create the most exciting
and trusted entertainment for every customer. In a highly competitive and
regulated industry, where consolidation is a key theme, Entain is able to
provide the scale and platform needed to further support Enlabs’ long-term
growth, and we firmly believe that Entain will be the best home for Enlabs,
its employees and customers. Against this background, we have decided to make
a final offer of SEK 53 to all shareholders, providing an opportunity to exit
their investment at a very attractive valuation.  We are pleased that
shareholders with around 51 per cent have now irrevocably agreed to accept the
offer and would urge other shareholders to do the same by 18 March.”

Recommendation by the Independent Bid Committee of Enlabs and acceptance
undertakings

On 7 January 2021, the Independent Bid Committee of Enlabs announced its
statement in respect of the Offer, according to which the Independent Bid
Committee had unanimously resolved to recommend the Enlabs shareholders to
accept the Offer. The recommendation was supported by a fairness opinion
provided by Mangold Fondkommission AB.

The Independent Bid Committee of Enlabs has informed Entain that it will
recommend the Enlabs shareholders to accept the Increased Offer and that its
formal statement will be announced no later than one week prior to the expiry
of the acceptance period.

The shareholders set out below have, on 28 February, 2021 provided irrevocable
undertakings to Entain to accept the Increased Offer. The undertakings are
conditional only on the Offer being declared unconditional on or before 17 May
2021.

 SHAREHOLDER        NUMBER OF SHARES  PERCENTAGE OF CAPITAL AND VOTING RIGHTS  
 Alta Fox Capital   2,601,844         3.7%                                     
 Hans Isoz          1,802,000         2.6%                                     
 Jimmy Jönsson      1,197,113         1.7%                                     
 Topline Capital    200,874           0.3%                                     
 Ludwig Pettersson  154,557           0.2%                                     
 Giwdul Invest AB   154,329           0.2%                                     
 Total              6,110,717         8.7%                                     

In addition, shareholders holding in aggregate around 42.2% of the total
number of Enlabs shares have previously undertaken to accept the Offer. These
undertakings are conditional only on the Offer being declared unconditional on
or before 17 May 2021. For more information about these undertakings, please
refer to the offer document.

As a result of the additional irrevocable undertakings provided on 28 February
2021, shareholders holding in aggregate 35,639,087 Enlabs shares, representing
around 51.0% of the total number of Enlabs shares, have undertaken to accept
the Increased Offer.

Revised Offer

Entain has decided to increase the cash offer from SEK 40 per share to SEK 53
per share. If Enlabs pays dividends or makes any other distributions to Enlabs
shareholders, for which the record date occurs prior to the settlement of the
Offer, the Increased Offer Price will be reduced accordingly. The Increased
Offer Price values Enlabs at around SEK 3.7 billion (equivalent to
approximately GBP 316 million at the time of this announcement). 1  The
Increased Offer Price is final and will not be increased by Entain.

The Increased Offer Price represents a premium of:
* approximately 88.5% compared to the volume-weighted average price of SEK
28.12 per Enlabs share on Nasdaq First North during the last 180 trading days
prior to the announcement of the Offer;
* approximately 53.1% compared to the volume-weighted average price of SEK
34.61 per Enlabs share on Nasdaq First North during the last 90 trading days
prior to the announcement of the Offer; and
* approximately 34.0% compared to the closing price of SEK 39.55 per Enlabs
share on Nasdaq First North on 5 January 2021, which was the last trading day
prior to the announcement of the Offer.
 1  Based on 69,924,433 shares in Enlabs.

Shareholders of Enlabs who have already tendered their shares to the Offer
will automatically benefit from the Increased Offer Price without any further
action.

As announced by Entain on 11 February 2021, the acceptance period has been
extended until 17.00 CET on 18 March 2021. Provided that Entain announces that
the conditions of the Offer have been satisfied or waived by 23 March 2021,
settlement is expected to commence on or around 30 March 2021.

Except as set out above, the terms and conditions set out in the offer
document apply during the extended acceptance period.

Supplement to the offer document

An offer document was published on 20 January 2021. A supplement to the offer
document will be announced shortly by Entain reflecting the contents of this
press release, and including Enlabs’ year-end report announced on 23
February 2021.

The offer document and the acceptance form are available on Entain’s website
https://entaingroup.com/investor-relations/enlabs-ab-public-offer-documents/,
on the website of Aktieinvest FK AB www.aktieinvest.se/enlabs2021, and on
https://www.enlabs-offer.com.

For further information, please contact:

Entain plc
Investor Relations
David Lloyd-Seed, Director of Investor Relations & External Communications
investors@entaingroup.com

Media
Tessa Curtis, Head of Media Relations
Jay Dossetter, Head of ESG and Press Office
media@entaingroup.com
tessa.curtis@entaingroup.com
jay.dossetter@entaingroup.com  

Powerscourt
Rob Greening / Elly Williamson
Tel: +44 (0) 20 7250 1446
entain@powerscourt-group.com

Fogel & Partners
Birgitta Henriksson
birgitta.henriksson@fogelpartners.se
+46 70 812 86 39

The information set out in this announcement was submitted for publication on
1 March 2021, 08:00 CET.

Important information

The Offer is not being made, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any
other communication means or instrumentality (including, without limitation,
facsimile transmission, electronic mail, telex, telephone and the Internet) of
interstate or foreign commerce, or of any facility of national securities
exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa, and the Offer cannot be accepted by any such use or
by such means, instrumentality or facility of, in or from, Australia, Canada,
Hong Kong, Japan, New Zealand or South Africa. Accordingly, this press release
or any documentation relating to the Offer are not being and should not be
sent, mailed or otherwise distributed or forwarded in or into Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders with
registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Banks, brokers, dealers and other nominees holding shares for
persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa
must not forward this press release or any other document received in
connection with the Offer to such persons.

The Offer, the information and documents contained in this press release are
not being made and have not been approved by an authorised person for the
purposes of section 21 of the UK Financial Services and Markets Act 2000 (the
“FSMA”). The communication of the information and documents contained in
this press release is exempt from the restriction on financial promotions
under section 21 of the FSMA on the basis that it is a communication by or on
behalf of a body corporate which relates to a transaction to acquire day to
day control of the affairs of a body corporate; or to acquire 50 per cent or
more of the voting shares in a body corporate, within article 62 of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances,
including statements regarding future performance, growth and other trend
projections and other benefits of the Offer, are forward-looking statements.
These statements may generally, but not always, be identified by the use of
words such as “anticipates”, “intends”, “expects”, “believes”,
or similar expressions. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. There can be no assurance that actual results
will not differ materially from those expressed or implied by these
forward-looking statements due to many factors, many of which are outside the
control of Entain. Any such forward-looking statements speak only as of the
date on which they are made and Entain has no obligation (and undertakes no
such obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with
applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and
outstanding shares of Enlabs, a company incorporated under Swedish law, and is
subject to Swedish disclosure and procedural requirements, which may be
different from those of the United States. The Offer is made in the United
States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934,
as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder, to the
extent applicable, and otherwise in compliance with the disclosure and
procedural requirements of Swedish law, including with respect to withdrawal
rights, the Offer timetable, notices of extensions, announcements of results,
settlement procedures (including as regards to the time when payment of the
consideration is rendered) and waivers of conditions, which may be different
from requirements or customary practices in relation to U.S. domestic tender
offers. Holders of the shares of Enlabs domiciled in the United States (the
“U.S. Holders”) are encouraged to consult with their own advisors
regarding the Offer.

Enlabs’ financial statements and all financial information included herein,
or any other documents relating to the Offer, have been or will be prepared in
accordance with IFRS and may not be comparable to the financial statements or
financial information of companies in the United States or other companies
whose financial statements are prepared in accordance with U.S. generally
accepted accounting principles. The Offer is made to the U.S. Holders on the
same terms and conditions as those made to all other shareholders of Enlabs to
whom an offer is made. Any information documents, including the offer
document, are being disseminated to U.S. Holders on a basis comparable to the
method pursuant to which such documents are provided to Enlabs’ other
shareholders.

The Offer, which is subject to Swedish law, is being made to the U.S. Holders
in accordance with the applicable U.S. securities laws, and applicable
exemptions thereunder. To the extent the Offer is subject to U.S. securities
laws, those laws only apply to U.S. Holders and thus will not give rise to
claims on the part of any other person. The U.S. Holders should consider that
the Increased Offer Price is being paid in SEK and that no adjustment will be
made based on any changes in the exchange rate.

It may be difficult for Enlabs shareholders to enforce their rights and any
claims they may have arising under the U.S. federal or state securities laws
in connection with the Offer, since Enlabs and Entain are located in countries
other than the United States, and some or all of their officers and directors
may be residents of countries other than the United States. Enlabs
shareholders may not be able to sue Enlabs or Entain or their respective
officers or directors in a non-U.S. court for violations of U.S. securities
laws. Further, it may be difficult to compel Enlabs or Entain and/or their
respective affiliates to subject themselves to the jurisdiction or judgment of
a U.S. court.

To the extent permissible under applicable law or regulations, Entain and its
affiliates or its brokers and its brokers’ affiliates (acting as agents for
Entain or its affiliates, as applicable) may from time to time and during the
pendency of the Offer, and other than pursuant to the Offer, directly or
indirectly purchase or arrange to purchase shares of Enlabs outside the United
States, or any securities that are convertible into, exchangeable for or
exercisable for such shares. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices,
and information about such purchases will be disclosed by means of a press
release or other means reasonably calculated to inform U.S. Holders of such
information. In addition, the financial advisors to Entain may also engage in
ordinary course trading activities in securities of Enlabs, which may include
purchases or arrangements to purchase such securities as long as such
purchases or arrangements are in compliance with the applicable law. Any
information about such purchases will be announced in Swedish and in a
non-binding English translation available to the U.S. Holders through relevant
electronic media if, and to the extent, such announcement is required under
applicable Swedish or U.S. law, rules or regulations.

The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable
transaction for U.S. federal income tax purposes and under applicable U.S.
state and local, as well as foreign and other, tax laws. Each shareholder is
urged to consult an independent professional adviser regarding the tax
consequences of accepting the Offer. Neither Entain nor any of its affiliates
and their respective directors, officers, employees or agents or any other
person acting on their behalf in connection with the Offer shall be
responsible for any tax effects or liabilities resulting from acceptance of
this Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY
COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE
ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON
WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.



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